young women parliamentarians

8/12/2019 Young Women Parliamentarians

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REPUBLIC OF KENYA

TRUST DEED

ESTABLISHING AND REGULATING

YOUNG WOMEN PARLIAMENTERIANS FOUNDATION

ON THIS DAY OF 2014

DRAWN BY:

JULIUS OKOTHP.O.BOX 1912-00200

NAIROBI


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THIS TRUST DEED and /or DECLARATION OF TRUST is made on the ----

--thday of -----, by:-

-------------, Holder of National Identity Card Number/passport Number -------, of P.O Box -------.

--------, Holder of National Identity Card Number/pass portNumber -------, of P.O Box -------

--------, Holder of National Identity Card Number/pass portNumber ------, of P.O Box ---------

Hereinafter called the "Founder Trustees") which expression

shall where the context so admits include other trustee (s)

for the time being hereof whether original, alternate orsubstituted;

WHEREAS the Founder Trustees are individually and

collectively motivated to positively advance the course of

humanity and transform lives and are currently involved in

social development work

The Founder Trustees have hereby resolved to establish and

or constitute apublic charitable trustwith various trust

funds including but not limited to an endowment trust fund,

investment trust fund, welfare fund and/or trust fund(s) as

may deemed necessary for the furtherance of the objects

hereinafter declared;

The Founder Trustees aforementioned shall act, as the First

Trustees of YOUNG WOMEN PARLIAMENTARIANS FOUNDATION, and

the said trustees are desirous to act as such;

The Founder Trustees hereby convey authority unto the YOUNGWOMEN PARLIAMENTERIANS FOUNDATION its trustees and other

authorized officials to administer and manage the

properties and resources advanced to it and to hold

resources for the purpose of this trust and the trusteesintend to raise funds, accept subscriptions and mobilize

resources through investments, donations, gifts and

bequests on behalf of the trust;

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The Trustees are the Trustees of the Trust Funds

hereinafter established.

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED ANDDECLAREDas follows:

The Trust hereby constituted shall be known as the YOUNGWOMEN PARLIAMENTARIANS FOUNDATION(Hereinafter called "the

TRUST")

1. DEFINITIONS AND INTERPRETATION:

Throughout these presents (where the context so admits): -

In this Deed and in its Schedules, the following words and

expressions shall have the Meanings hereinafter

respectively ascribed to them unless the context otherwise

requires:

"Beneficiary" shall mean and include the members of YOUNGWOMEN PARLIAMENTARIANS as provided under this trust

hereinafter subject to necessary modifications, including

members, Youths, students, women, men and persons of need

identified by the trustees, Community based organizations,

Self help groups and civil society organizations.

"Founder Trustees" shall mean the person's hereinabove

mentioned as such and others to be appointed by the first

trustees

"Investments" means any immoveable property in the Republic

of Kenya or else where which shall include land whether

covered by water or not and any estate, right, interest or

easement over land and things attached to land or

permanently fastened to anything attached to land and cash

or monies on current or deposit account and includes any

meaning ascribed by rules made hereinafter;

"Trust," means the trust constituted by this Deed and to be

known as the YOUNG WOMEN PARLIAMENTARIANSor by such othername as the Trustees may from time to time determine;

"Trust Fund" means the Original Sum and all other money and

property which may be paid or transferred to the Trustees

for the said objects and the investments and property from

time to time representing the same;

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"Trustee Act" means the Trustee Act, Chapter 167, Laws of

Kenya;

"Trustees (Perpetual Succession) Act" means the Trustees

(Perpetual Succession) Act, Chapter 164 Laws of Kenya.

"Trustees" means any such person or persons who shall from

time to time be the trustee or trustees of the trusts of

the Trust Deed and where circumstances allow it shall

include a trustee's representative, assignee and /or

successor;

"Deed" shall mean any instrument in writing signed by the

parties thereto in the presence of an independent witness

and dated or in the case of a party thereto which shall be

a body corporate then executed in accordance with the

Constitution or other statute of such corporate body.

"Income" means all proceeds earned or received from the

trust investments and trust properties and includes rent;

"Trust fund(s)" shall mean such monies as may be declared

by the founder Trustees.

"Trust properties" shall include but not limited to all

properties that shall be vested in the Trust

"The Board of the Founder Trustees" shall include the

persons herein mentioned and /or referred to as the founder

trustees in their individual and/or original capacity and

all other persons as shall be appointed by the original

Founder Trustees to be recognized as the founder trustees

of this trust.

"The Management Board" means the Board of Trustees charged

with the responsibility of managing the trust hereof. The

Board of the Founder Trustees shall constitute the

Management Board by electing and/or appointing itsofficials and advisors where necessary.

"The Registered Trustees" mean the Trustees constituted as

a body corporate upon incorporation of this trust under the

provisions of the Trustees (Perpetual Succession) Act,

Chapter 164 of the Laws of Kenya.

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"The Social Responsibility and Welfare Council" mean the

body of persons appointed by the Management Board and to

advise the trust on its social responsibility projects and

welfare activities.

Words importing the singular number include the plural and

vice versa;

Words importing any gender include every gender;

Where a word or phrase is given a particular meaning, other

parts of speech and grammatical forms of that word or

phrase have corresponding meanings;

Words importing persons include natural persons,

partnerships, trusts, associations and corporate bodies;

The clause, sub-clause, paragraph or schedule headings and

bold print are included for ease of reference only and

shall not affect the interpretation of this Deed;

Reference to any statute includes a reference to that

statute as 'amended modified or replaced from time to time

and includes orders, ordinances, regulations, rules and by-

laws made under or pursuant to that statute.

Where this deed is silent on a matter, recourse shall be

made to the rules, bye laws, regulations and schedules made

hereinafter.

2. NAME

The trust hereby constituted shall be known as YOUNG WOMEN

PARLIAMENTARIANS FOUNDATION

3. SITUATION OF REGISTERED OFFICE

The Registered Office of the Organization will be situated

in Kenya Africa.

4. COMMENCEMENT

The Trust shall be deemed to have been established in Kenya

under irrevocable trusts declared hereby with effect from

the --------(being the "the Commencement Date") and with

effect from such date, the Founder Trustees shall act the

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first trustees hereof and the subsequent trustees, members'

and beneficiaries shall participate in the trusts hereof

from such date.

5. NATURE OF TRUSTThe Trust established herein shall be an Irrevocable PublicCharitable Trust.

6. OBJECTS

The OBJECTS of the Trust shall be for the furtherance of

inter alia the following objects nationally and

internationally: -

a.To /promote the vision, mission, objectives, Programmes andactivities of the YOUNG WOMEN PARLIAMENTARIANS and all its

constituent sectors of strategic operations.

b.To encourage young parliamentarians to engage in communitydevelopment, income generating activities, participate

meaningfully in charitable activities and philanthropic

activities.

c.To empower members of the young women in various fields inthe country and thus provides employment opportunities.

d.To acknowledge positive contribution and efforts ofindividuals, institutions and organizations in societal

development in strengthening the spirit of volunteerism on

nation building initiatives, hard work, excellence,

creativity, innovation, selflessness, peace,

reconciliation, liberty and equality.

e.To encourage and promote positive cultural practices amongKenyan communities while fostering a competitive

environment that will enhance creativity among the young

women.

f.To champion for freedom, dignity and general well being ofindividual members thereby respecting their fundamental and

inalienable human right to freedom of conscience.

g.To encourage the young women to undertake outreachactivities and pursue initiatives that will empower andliberate them socially and economically.

h.To acknowledge positive contribution and effort ofindividuals, institutions and organization in societal

development.


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i.To promote financial education, literacy and economicempowerment of the beneficiaries of this trust and

communities locally and internationally.

j.To acquire any movable and immovable property and anybuildings or things whatsoever including intangible goods

and sell, dispose of, mortgage, lease or otherwise deal

with all or any part of the property or rights of the

Organization.

To nurture, develop and instill high ethical & moral standards;

family values of love, mutual care and support,

a.honesty, transparency and integrity amongst the children,their family and community members, with a view of

developing a sound family value system.

b.To promote national development and pursue goals for theadvancement of education, economic empowerment, furtherance

of good health practices, relief of poverty, distress and

sickness.

c.To promote and foster national unity in diversity; whileseeking to preserve the various positive cultural

identities, kingdom culture and guarding against acts of

disintegration.

d.To empower communities and nations through, legalawareness, entrepreneurship training, general development

training and supporting initiatives geared towards the

betterment of the society and improvement of humanity as a

whole.

e.To act in the best interest of children and otherdependants of the members of this trust and facilitate an

enabling environment for their survival and development

culturally, socially, intellectually, spiritually andeconomically.

f.To create and develop several trust funds geared towardsrealization of the foregoing ideals.


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g.To initiate, support and facilitate innovative programmesgeared towards pursuit of sustainable development for

children, young persons, the youth and the elderly persons.

h.To promote strategic general economic nationally andinternationally and create the spirit of entrepreneurship

in Africa and support small and medium enterprises amongst

young women.

i.To collaborate, partner and associate with otherorganizations, bodies, authorities, local and foreign

towards mutual achievement of its goals.

j.To initiate, promote, sponsor, operate and or run schools,colleges, hospitals, Community based organizations,

hostels, homes and centers.

k.To implement charitable objectives conforming to this deedand which the Trustees may deem desirable to do.

k.To enter into any arrangement with any government orauthorities that may seem conducive to the Organization's

objects or any of them and to obtain from such government

or authority any rights, privileges and concessions which

the Organization may think desirable to obtain.

l.To take such steps by way of personal or written appeals,public meetings or otherwise as May from time to time 'be

expedient for the purpose of procuring contributions to theOrganization in the form of donations, annual subscription

or otherwise.

m.To provide consultancy, training and research services tocommunity groups, community based organizations, non

governmental organizations, and regional and international

development agencies.

n.To apply to any government or authority, public bodies,corporations, companies or persons for and to accept

grants, gifts or money and any movable or immovableproperty, donations, gifts, subscriptions and other

assistance with a view of promoting the objects of the

organization and in taking of any gift or property subject

to any special trust that may be prescribed by the donor

thereof.


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o.To acquire and hold either in the Company or in that of anynominee, shares, stocks, debentures, debenture stock,

bonds, treasury bills and bonds, notes, obligations,

warrants, options and securities issued or guaranteed by

any company wherever incorporated, issued or guaranteed by

any government, public body or authority in any part of the

world.

p.To lend and advance money or give credit to employees ofthe Organization upon such terms as the Board of the

Organization may think fit and to guarantee the performance

of any contract or obligation and the payment of money by

any employee of the Organization, and generally to give

guarantees and indemnify the employees.

cc. To undertake such other activities and projects incidental

to the foregoing purposes.

7. POWERS

In furtherance of the said objects, but not otherwise, the

Management Board of Trustees shall have the following POWERS:

a. To reasonably invest monies within their disposal in short

term, mid term and long-term projects.

To reasonably apply funds within their disposal and to provide

services for-realization of the foregoing purposes.

c. To promote the welfare of children, women, men and youth

and encourage their active participation in key decision-making and development processes affecting them.

d. To operate according to laws of the land as contained in

the Constitution of Kenya and all other relevant statutes

and international legal instruments.

e. To establish and operate Bank accounts with Bankers,

building/investment societies or companies in the name of

the Trust; PROVIDED THAT cheques drawn on such

accounts and transactions undertaken thereto shall be

by persons duly authorized by the Trustees to operatesuch accounts and undertake such transactions as evidencedby a special resolution to that effect.

f. To raise funds, invite and receive contributions from

identified person(s) and/ or organization(s) by way of

donationsgrants, gifts, bequests, subscription, loan

and soft loan and/or otherwise.


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g. To collaborate with organizations and statutory

authorities operating in similar and related

activities; and exchange information and ideas on the

furtherance of the objects of the trust.

h. To purchase, lease, hire or otherwise acquire any real or

personal property anywhere in the world; and any rights and

privileges for the attainment of the said objects.

i. To engage in any lawful income generating activities and

for this purpose maintain, alter any buildings or erections

as necessary as aforesaid and to invest such property to

its full reinstatement value.

j. To develop policies, rules and regulations for the

governance and administration of the Trust and management

of any property as may be acquired.

k. Subject to the special resolution of the Board of the

Founder Trustees and the approval of the Management Board,

to sell, let, mortgage, dispose off or turn to account any

of the property or assets of the Trust.

1. To consult with and seek the opinion of and advice from

professionals, individuals or institutions where such

opinion and or advice is in the view of the board necessary

for the attainment of the objects of the trust.

m. To do all such other lawful things, and without prejudiceto the foregoing, as are necessary for the attainment of

the said objects.

8. TRUSTEES ADDITIONAL MANDATE

Without prejudice to any authority, which may expressly or

by implication be vested in the Trustees under the

provisions hereof or by law, the Management Board of

Trustees shall have the following additional powers.

a. Make bye-laws or rules-At any time and from time to make

such schemes and frame such bye-laws, regulations and rulesas they shall in their uncontrolled discretion think fit

for the administration and management of this trust and at

any time to amend, alter, or repeal any of the said

arrangements, schemes, bye-laws or rules as they shall

think fit.


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b. Insure-To insure against loss or damage any property for

the time being forming part of the trust fund for any

amount and to pay the premium payable in respect thereof

out of the trust fund or the income thereof and to also

take all forms of insurance covers, if possible, to cover

all foreseeable claims.

c. Incorporate - To promote and procure the incorporation or

registration of any company with or without limitation of

the liability of the members thereof to facilitate the

execution of the purposes and objects declared herein.

d. Delegation-To delegate powers, authorities and discretions

by these presents or by law conferred on them as the

trustees shall deem fit, to any entity in the form of an

organization, task force, committee and/or board or other

proper officer constituted in accordance with any bye-laws

or rules drawn up by the Trustees as aforesaid or otherwise

employed by the Trustees.

e. Release powers- by deed revocable or irrevocable to

extinguish, revoke, or restrict the future exercise of any

power conferred on the Trustees by this deed.

9. MEMBERSHIP

The Management Board subject to the approval of the Founder

Trustees may appoint persons and organizations into the

membership ranks of YOUNG WOMEN PARLIAMENTARIANS opinion

and or advice is in the view of the board necessary for theattainment of the objects of the trust.

m. To do all such other lawful things, and without prejudice

to the foregoing, as are necessary for the attainment of

the said objects.

8. TRUSTEES ADDITIONAL MANDATE

Without prejudice to any authority, which may expressly or

by implication be vested in the Trustees under the

provisions hereof or by law, the Management Board of

Trustees shall have the following additional powers.

a. Make bye-laws or rules-At any time and from time to make

such schemes and frame such bye-laws, regulations and rules

as they shall in their uncontrolled discretion think fit

for the administration and management of this trust and at

any time to amend, alter, or repeal any of the said


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arrangements, schemes, bye-laws or rules as they shall

think fit.

b. Insure-To insure against loss or damage any property for

the time being forming part of the trust fund for any

amount and to pay the premium payable in respect thereof

out of the trust fund or the income thereof and to also

take all forms of insurance covers, if possible, to cover

all foreseeable claims.

c. Incorporate - To promote and procure the incorporation or

registration of any company with or without limitation of

the liability of the members thereof to facilitate the

execution of the purposes and objects declared herein.

d. Delegation-To delegate powers, authorities and discretions

by these presents or by law conferred on them as the

trustees shall deem fit, to any entity in the form of an

organization, task force, committee and/or board or other

proper officer constituted in accordance with any bye-laws

or rules drawn up by the Trustees as aforesaid or otherwise

employed by the Trustees.

e. Release powers- by deed revocable or irrevocable to

extinguish, revoke, or restrict the future exercise of any

power conferred on the Trustees by this deed.

9. MEMBERSHIP

The Management Board subject to the approval of the FounderTrustees may appoint persons and organizations into the

membership ranks of YOUNG WOMEN PARLIAMENTARIANS FOUNDATION

(hereinafter called the Organization/ Trust/ Foundation)

under the following categories:-

a) Individual Life Membership

This shall relate to individual persons who shall be

considered to subscribe fully to the ideals, aspirations

and goals of the Organization, having met minimum special

requirements of membership under this category as may be

prescribed from time to time by the Management Board.

D) Individual Ordinary Membership


considered to subscribe partially to the ideals,

aspirations and goals of the Organization, having met


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minimum special requirements of membership under this

category as may be prescribed from time to time by the

Management Board.

c) Corporate Life Membership

This shall relate to Organizations either being Companies,

Non Governmental Organizations, Faith Based Organizations,

International Organizations/Agencies, Embassies, Societies

and trusts which shall be considered to subscribe fully to

the ideals, aspirations and goals of the Organization,

having met minimum special requirements of membership under

this category as may be prescribed from time to time by the

Management Board.

d) Corporate Ordinary Membership



International Organizations/Agencies/ Embassies, Societiesand trusts which shall be considered to subscribe partially

to the ideals, aspirations and goals of the Organization,



Management Board.

e) Honorary Membership

This shall relate to membership of individual eminent

persons who shall distinguish themselves locally,

nationally and internationally in realizing the ideals of

the Organization during their lifetime thereby makingpositive impact to advance the course of humanity.

The members of the organization as provided hereinabove

shall be governed by the Membership code of conduct &

ethics and the Membership rules provided hereinafter.

FOUNDATION (hereinafter called the Organization/ Trust/

Foundation) under the following categories:-

a) Individual Life Membership


considered to subscribe fully to the ideals, aspirationsand goals of the Organization, having met minimum special

requirements of membership under this category as may be

prescribed from time to time by the Management Board.

D) Individual Ordinary Membership


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considered to subscribe partially to the ideals,

aspirations and goals of the Organization, having met

minimum special requirements of membership under this

category as may be prescribed from time to time by the

Management Board.

c) Corporate Life Membership



International Organizations/Agencies, Embassies, Societies

and trusts which shall be considered to subscribe fully to

the ideals, aspirations and goals of the Organization,



Management Board.

d) Corporate Ordinary MembershipThis shall relate to Organizations either being Companies,


International Organizations/Agencies/ Embassies, Societiesand trusts which shall be considered to subscribe partially

to the ideals, aspirations and goals of the Organization,



Management Board.

e) Honorary Membership

This shall relate to membership of individual eminentpersons who shall distinguish themselves locally,

nationally and internationally in realizing the ideals of

the Organization during their lifetime thereby making

positive impact to advance the course of humanity.

The members of the organization as provided hereinabove

shall be governed by the Membership code of conduct &

ethics and the Membership rules provided hereinafter.

a. The time, place and method of calling meetings of the

Board.

b. The custody of monies, deeds, securities and documents

belonging to the trust.

c. The invitation to any appointment of such persons as they,

may select to be patron or advisors of the trust and the

powers and functions to be delegated to such persons

provided that actions taken under delegate powers shall be

reported back to the Board.


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11. AMMENDMENT OF THE TRUST

Management Board subject to unanimous vote and approval by

the Board of the Founder Trustees by supplemental deed may

vary any of the provisions of this Deed PROVIDED THAT no

amendment shall be made which would cause the Trust to

cease to be an Irrevocable Public Charitable Trust at law

or contravene the objects of this deed.

12. AUTHORIZED INVESTMENTS

a. Trust monies under TRUST hereof may be invested in the

purchase of or upon the security of such stocks funds,

shares, securities, offshore investments, unit trust

investments or other investments of whatsoever nature as

the Management Board of Trustees shall in their absolute

discretion deem fit and to the intent that the Board shall

have the same full and unrestricted powers of investing and

transposing investments in all respect as if it was

absolutely entitled to the Trust fund beneficially.

b. Money may be left un-invested from time to time at a bank

on interest basis and for such periods as the Management

Board may deem fit and the Board may make arrangements for

the collection of the income of such investments or

securities.

c. The Management Board may permit any investments in

securities transferable by delivery to be held on the

account of the Board, by any Bank and the Board may make

such arrangements as it thinks fit for the collection ofthe income of such investments or securities.

13. GOVERNANCE ORGANS

The trust hereby established shall be managed and

administered according to this trust deed, rules, schemes,

schedules and regulations made hereinafter.

The key organs of governance, management and administration

of the trust shall include inter alia the following:

a) Council of Reference-This shall act as the arm of the

Organization charged with strategic policy direction of theOrganization.

b) Management Board of Trustees- This shall act as the

executive leadership arm of the Organization overseeing the

day to day running operational and administrative

activities of the Organization.


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c) Board of the Founder Trusteesshall act as the overseer arm

of the Organization ensuring that the ideals and

aspirations of the Organization are maintained at all

times.

d) Social Responsibility and Welfare Council- This shall act

as the advisory arm of the Organization on social

responsibility and welfare issues.

The duties of the aforementioned organs shall be as set out

in the rules, regulations, schemes and schedules made

hereinafter.

14. APPOINTMENT AND /OR ELECTION OF OFFICIALS TO THE MANAGEMENTBOARD.

The Board of the Founder Trustees may from time to time,

appoint any Trustee, as an official of the Management Board

in any one of the following designations.

Honorary Chairperson

Honorary Vice-chairperson Honorary Secretary

Honorary Treasurer and

Any other designation deemed appropriate and necessary.

Without prejudice to the foregoing, the Board may undercertain circumstances, appoint the following persons and

others, as officials of the Board, notwithstanding the fact

that the said persons are not trustees of the Trust hereof.

Investment and financial advisor Legal advisor Public relations and Communications officer

Local & International goodwill ambassador(s)

The duties of the officials and co-opted members of Management

Board shall be as set out in the rules, regulations, schemes and

schedules made hereinafter.

The management board shall at all times be required to observe

jointly and severally the code of ethics and conduct as set out


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in the rules, regulations, schemes and schedules made

hereinafter.

15. GOVERNANCE PRINCIPLES AND ISSUES

The Organization officials under the above organs and others

shall at all times in fulfilling their broad mandate, duties

and responsibilities adhere to the following:-

a) Good governance characteristics of discipline,

transparency, independence, accountability, responsibility,

fairness/equity and social responsibility.

b) Ensuring policy driven governance through on the V4

concept broadly considered as follows:-

Vision casting and development clearly defining the

Organization's vision statement and monitoring the

Organization, desired impact.

Voice Seek, listen to, and respond to the organization's

stakeholders.

Values- Resolutely deal with the large value issues on which

staff planning can proceed.

Verification- Enact parameters and criteria that provide the

Management Board with effective fiduciary and ethical

oversight through regular monitoring.

c) Respect and implementation of the Organizational

Management pillars according

to the Organization strategic business plan,

organization operational & development plan, policy andprocedures manual, .financial policy manual, members

code of conduct and the Management Board code of

conduct.

16. CONDUCT OF MEETINGS

The rules governing the conduct of meetings shall be as set

out in the rules, regulations, schemes and schedules made

hereinafter. Without prejudice to the foregoing, the

following shall act as broad guidelines on the conduct of the

meetings.

a. The Honorary-Chairperson shall preside all meetings of the

Board save that if at any meeting the Chairperson is not

present within reasonable time, after the time appointed for

the said meeting, the Trustees present may choose one of

their members present to act as the Chairperson of that

meeting.


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b. Without prejudice to the foregoing, under certain instances

as may be agreed by the chairperson, certain meetings may be

chaired and/or facilitated by a person other than the

chairperson notwithstanding the presence of the chairperson,

c. Any Trustee - may at any time upon notifying the honorary

chairperson of such arrangements cause the honorary secretary

to convene a meeting of the Board.

d. Questions arising at any meeting, save where otherwise

stipulated in this deed, rules, schemes, schedules made

hereinafter shall be decided by a majority of votes with each

trustee present having one vote and in case of equality of

votes, the chairperson shall have a casting vote.

e. The majority shall be a simple majority save in the case of

removal of a Trustee when the special majority as required,

for by this deed hereof shall apply.

f. Honorary secretary shall send notice of every meeting to each

Trustee other than a trustee for the time being not in Kenya.

Any notice posted seven clear days before the date of the

meeting shall be deemed as duly served.

g. Every notice shall state the venue, day, date and time of the

meeting and the agenda and/or business to be undertaken.

17. CUSTODY OF DOCUMENTS

a. The Management Board shall cause proper minutes to be keptand entered into a book provided for the purposes of all

their resolutions and proceedings and any such minutes of

any meeting of the Board signed by the Chairperson of the

Board or by the Chairperson of such meeting shall be

conclusive evidence of the matters stated in such minutes

except in the case of manifest error.

b. The Management Board shall cause full, true and accurate

accounts to be kept of the Trust Fund and all income

arising there from and all dealings therewith and all

payments made there under.

c. At least once in each year usually at the end of the

financial year, Management Board shall cause to be prepared

a statement of accounts and a balance sheet for the

previous year and shall cause accounts to be audited in

each year by an independent professional-qualified auditor.


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18. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES

a. A person shall be qualified to be appointed as a trustee of

this Trust if that person is committed to the ideals and

objects of this trust and is a responsible person, with

impeccable integrity, utmost honesty and financially sober.

b. The Management Board, following a resolution of the

Founder Trustees, may appoint a new trustee, which

appointment and resolution shall be recorded in the

minutes and signed by the new trustee and such record shall

be conclusive evidence of his appointment.

c. A trustee may retire by writing under his hand and

such retirement shall be recorded in the minutes and

shall be conclusive evidence of his retirement.

d. Under special conditions, a trustee may be allowed to

appoint another person to act as his representative or as

assignee upon submitting an application in writing to the

Board of Founder Trustees, which shall by unanimous

decision in writing accept such a request or application.

e. The Board of Founder Trustees remove any Trustee other than

the original founder trustee by a special resolution

proposed and passed at a meeting of the Board of Founder

Trustees and approved by the positive votes of two thirds

of the other trustees present and voting,

19. FACILITATION OF TRUSTEES

a. Any Trustee for the time being hereof, being a professional

engaged by the trust, shall be entitled to charge and be

paid all usual professional or other charges for work done

by him or his firm when instructed by the Management Board

to act in that capacity on behalf of the Trust in

connection with execution of the trusts hereof.

b.Save as hereinbefore expressly provided, the trust fund andthe income thereof shall be applicable solely towards the

purposes of the Trust and no Trustee shall take or hold anyinterest therein save in his capacity as a Trustee or

receive any remuneration PROVIDED THAT this sub-clause

shall not prevent a Trustee from holding office or being a

shareholder on a company, the shares of which are held upon

the trusts hereof or from obtaining the repayment of

reasonable out of pocket expenses incurred in

connection with the Trusts hereof; AND PROVIDED


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NEVERTHELESS that none of the trustees nor any of them

shall concur in exercising any voting rights in respect of

any shares, stock or debentures or other securities

comprised in the Trust Fund in such a way that a personal

benefit is thereby secured to the Trustees or any of them,

and shall be accountable to the trust for any

remuneration or other benefit received by

them(whether as director, auditor or other officer or

otherwise) by reason of the shares, stock or debentures of

such a company being in the name of the Trustees or Trust

hereof but shall otherwise not be accountable.

20. LIABILITY

The Liability of Members and Trustees of this Trust shall

be Limited.

In the execution of the Trusts hereof in good faith,- no

Trustee shall be liable for any loss and/or damage to any

of the trust property, arising by reason of any improper

investment made in good faith (so long as he shall have

sought professional advice before making such investment)

or the negligence or fraud, wrongdoing or wrongful omission

or commission of any agent or servant employed by him or by

any other Trustee hereof (provided reasonable supervision

shall have been exercised) unless the employment' of such

agent and or servant was unnecessary;, or by reason of any

other matter or thing other than willful and individual

fraud, wrong doing or wrongful omission on the part of theTrustee who is sought to be made liable.

21. EVIDENCE OF TRANSACTIONS AND DEALINGS TO BE IN WRITING

All transactions carried out by the administrative and

governance organs in respect to this trust shall be in

writing, which shall be considered as conclusive evidence

of fact.

22. PROFESSIONAL CONSULTATION

a. In connection with the construction or development of

any property acquired or to be acquired by-the trust for thebenefit of this trust, the Management Board shall be

empowered to consult with and accept the advice of independent

architects, structural engineers, quantity surveyors and

other experts.

b. In connection with the control and the management of any

property acquired by the Management Board, the Management


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Board shall be empowered to appoint a body, taskforce,

committee and/or ad hoc council, subject to the provisions

of this deed and where necessary to remunerate the body,

taskforce, committee and/or ad hoc council; PROVIDED THAT

all acts and proceedings of the entity in question shall be

fully and promptly reported back to the Board as soon as

practicably possible.

23. PROPERTIES

a. All trust properties including land; real estate,

intellectual properties and personal property shall be

vested in the TRUSTEES and/or in the name of the TRUST.

b. All proceeds recovered in respect to unascertainable

interests shall be deposited in the trust(s) account(s).

The Management Board shall retain possession of all money

and property which may be paid or transferred to it for the

aforesaid objects and the investments and property from

time to time representing the same (hereinafter called "the

trust fund") upon Trust either to retain or sell the same

and invest the proceeds in or upon any investments

hereinafter authorized with power from time to time to

change such investments for others of a like nature UPON

TRUST that both the income and the capital thereof shall be

applied at the discretion of the Board in pursuance of the

said objects as hereinabove declared PROVIDED however thatthe Board shall not dispose of any of its properties

without a unanimous decision.

24. FOUNDER TRUSTEES' COVENANTS

The Founder Trustees hereby covenant as follows: -

To observe the provisions of and perform its obligations

under this Deed and the Rules.

To pay all expenses incurred and required in connection

with the formation,' management and administration of theTrust and the execution of the trusts hereof.

To observe the principles of utmost good faith, covenant

relationships, diligence and prudence in the administration

and management of the trust.


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To adhere to the vision, objects, mission and core values

of this trust and generally to surrender to the divine

guidance by the Almighty God.

To manage and administer the Trust for the sole benefit of

the Beneficiaries in accordance with this Deed and the

Rules made hereinafter;

To comply with the provisions of this Deed.

25. GOVERNING LAW

This deed shall in all respects be construed in accordance

with the rules, byelaws, schedules and schemes made

hereinafter, provisions of all the Laws of Kenya,

International Legal Instruments and where necessary and

possible recourse shall be made to the word of God as

evidenced in the Holy Bible and other related and relevant

books.

26. DISPUTES RESOLUTION: ARBITRATION & ADR MECHANISMS

If at any time hereafter any dispute, difference or

question shall arise between the Founder Trustees, the

Trustees, the Members or other persons or their personal

representatives or any of them respectively touching the

construction, meaning or effect of this Deed or any cause

or thing therein contained or the rights, duties or

liabilities of the said parties respectively or any of them

under this Deed or otherwise howsoever in relation to the

Trust, then every such dispute or question shall beresolved through either negotiation, mediation,

reconciliation or arbitration.

Incase of Arbitration, the same shall be conducted by an

arbitrator(s) appointed by agreement between the disputants

and in default of such an agreement, in accordance with and

subject to the provisions of the Arbitration Act (Chapter

49) Laws of Kenya or any statutory modification or re-

enactment thereof for the time being in force.

27. TERMINATION AND/ OR DISSOLUTIONa. The powers to dissolve the trust shall solely lie with the

Founder Trustees.

b. Termination and/or dissolution of the trust shall be done

during a special meeting convened by the Founder Trustees

through the Management Board.


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c. In the event of termination and/or dissolution of the

Trust, any assets remaining after the satisfaction of all

its debts and liabilities shall not be paid to or

distributed among the trustees or Founder Trustees but

shall be vested subject to a special resolution of the

Management Board to another organization pursuing

objectives similar to those for which the Trust was

established and pursuant to the resolution of the

Management Board.

IN WITNESS WHEREOF the Founder Trustees have hereunto set their hands

This Day ofTwo Thousand and Eleven the year of our Lord.

SIGNED, SEALED AND DELIVERED BY:

IN THE PRESENCE OF:

young women parliamentarians

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